Why does a write-up in an asset acquisition (or a 338(h)(10) deal) NOT create a deferred tax liability, while the same write-up in a stock deal does?

A DTL exists only where book and tax basis diverge. In a stock acquisition, book basis steps up to fair value but tax basis carries over, so the extra book D&A on the write-up will never be deductible - future cash taxes exceed the book provision, and you record a DTL equal to the write-up times the tax rate. In an asset purchase or a deemed asset purchase under 338(h)(10), the TAX basis steps up along with book: the write-up is depreciable and amortizable for tax too, book and tax D&A match, and no temporary difference exists - hence no DTL. Model consequence: at the same price, the asset/338 structure shows lower goodwill (no DTL grossing it up) plus genuine cash-tax savings from the deductible step-up.